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If you're looking to start a business with other self-employed individuals, one option may be to create a legal entity in the form of a 'general partnership', or in Dutch a vennootschap onder firma (VOF). All partners bring equity into the VOF in the form of cash, goods or labour, and no minimum start-up capital is required.
Setting up a general partnership
Draft a partnership agreement (vennootschapscontract) stating the agreements made about powers, equity, profit sharing, etc. Doing so clarifies how you will do business together. You can do this yourselves; a civil-law notary is not required. A legal adviser, lawyer or accountant can also help you with this.
A general partnership is not a legal corporate entity. Therefore, as a general partner, you'll be personally liable for the VOF's debts, even if another partner is responsible for causing the debts. Creditors initially make a claim on the business's assets and, if these are insufficient, on your partner's, then your and even your spouse's personal assets.
You can limit the effect on your spouse by drawing up a nuptial agreement.
Be aware that a partner who enters into a partnership agreement after its formation is also liable for debts that arose before he or she joined. A new partner should therefore examine the VOF's accounts fully and assess its financial position very carefully before entering into the partnership agreement.
It is, however, possible for new partners to make agreements with existing partners about how any pre-existing VOF debts should be split. Partners leaving the general partnership remain jointly and severally liable for any debts incurred up to the point of leaving.
Partners can also make agreements about how debts should be split on leaving the partnership.
If your partner has personal debts, creditors are not entitled to make a claim on his or her business assets or your personal assets.
Registering a general partnership at the Chamber of Commerce
It's mandatory to register your VOF in the Commercial Register (Handelsregister) at the Netherlands Chamber of Commerce (Kamer van Koophandel, KVK).
You may have agreed certain maximum signing powers in your general partnership contract, e.g. €10,000. If you include this limit when you list your VOF in the Commercial Register, it will also apply to third parties. Doing so clarifies the amounts that partners can sign for and allows business relations to verify this quickly and easily.
If a partner enters into an agreement outside of his or her signing powers, he or she is then personally liable, not the VOF.
How is a general partnership taxed?
General partners pay income tax on their own share of the profits. Each partner is a self-employed individual and may be entitled to certain tax benefits and exemptions, such as entrepreneur allowance (ondernemersaftrek), investment allowance (investeringsaftrek) for environmental investements or small projects, and a tax-deferred retirement reserve (fiscale oudedagsvoorziening).
Filing annual accounts
If all managing partners in your general partnership are foreign, you will have to file your annual accounts with the Netherlands Chamber of Commerce.
UBO registerParliament is currently discussing the implementation of a UBO register for Dutch businesses in 2020. If it is accepted, general partnerships that are registered in the Dutch Commercial Register will have to include their 'ultimate beneficial owner(s)' or UBOs in this UBO register. This is one of the measures taken in accordance with the Prevention of Money Laundering and Terrorism Financing Act (Wet ter voorkoming van witwassen en het financieren van terrorisme, Wwft). Persons who have more than 25% of the company shares, more than 25% of the voting rights, and/or have the ultimate say in company matters are considered UBOs. Inclusion in the UBO register can be arranged via the website of the Netherlands Chamber of Commerce KVK. Companies that were already registered in the Commercial Register will have a year and a half to register their UBOs. See for more information (in Dutch) Rijksoverheid.nl.
A 'husband-and-wife business' (man-vrouwfirma) is simply a general partnership (VOF) between spouses/partners. If the Tax and Customs Administration (Belastingdienst) views both partners as being self-employed individuals, this means that they can benefit from double tax breaks.
A disadvantage of a man-vrouwfirma is that both partners are personally liable and a nuptial agreement provides no form of protection.
The Belastingdienst inspects man-vrouwfirma's very closely to check that both partners are actually active in the business for tax purposes. Both partners' involvement and input in the business have to be on an equal level.
Social security and national insurance contributions
As a general partner, you'll be entitled to an old-age pension (AOW) when you reach retirement age. You'll have to supplement this pension yourself. Start as soon as possible to keep your contributions affordable.
Because you're not an employee, you're not entitled to any of the benefits available to regular employees, such as sickness, unemployment or disability benefit (ziektewet, WW and WIA respectively). It's up to you to take out disability insurance as soon as you start your business.
Health insurance is mandatory and basic cover is sufficient. You'll pay a premium to your health insurance company and a contribution as part of your tax return.
What do you do if a partner leaves or dies?
The VOF ceases to exist if a partner leaves the partnership agreement or dies. However, it is possible to include a survivorship or takeover clause in the VOF contract, so that the remaining partners can continue running the business, e.g. by seeking a new partner or continuing as a sole proprietorship (eenmanszaak).
Dissolving and liquidating a general partnership
When dissolving your general partnership, you'll have to pay any outstanding debts and return each partner's share in the partnership agreement. This is called 'liquidation' or in Dutch vereffening. Any surplus is then distributed to the partners based on their share in the VOF's profits. If there's not enough cash in the partnership to pay any outstanding debts, the general partners will have to deposit additional funds into the partnership (based on their share in the debt).
Statistics: general partnerships
Number of general partnerships.